Supplemental Note Purchase Agreement (Series C) between Hewitt Associates LLC and New York Life Insurance and Annuity Corporation

Contract Categories: Business Finance › Note Agreements
Summary

Hewitt Associates LLC and New York Life Insurance and Annuity Corporation have entered into an agreement for the purchase of $15 million in 7.93% Senior Notes, Series C, due June 30, 2007. The agreement outlines the terms for issuing and selling these notes, including interest payments, purchase price, and closing details. The purchaser agrees to buy the notes at face value, and both parties confirm the accuracy of their representations. The agreement is subject to certain conditions and incorporates terms from a prior note purchase agreement.

Read More Arrow
EX-10.8 7 dex108.txt HEWITT ASSOCIATES LLC SUPPLEMETAL NOTE PURCHASE AGREEMENT (SERIES C) Exhibit 10.8 SUPPLEMENTAL NOTE PURCHASE AGREEMENT Dated as of June 15, 2000 PPN: 42823# AE 3 To the Purchaser Named in the Attached Supplemental Purchaser Schedule Ladies and Gentlemen: Reference is made to the Note Purchase Agreement dated as of March 15, 2000 between the Company and each of the Initial Purchasers named in Schedule A thereto (as amended by the First Amendment to Note Purchase Agreement dated as of June 15, 2000 and as supplemented by the Supplemental Note Purchase Agreement dated as of June 15, 2000 relating to the 8.11% Senior Notes, Series B, the "Agreement"). Capitalized terms used but not defined herein have the meanings set forth in the Agreement. As contemplated by Section 1.2 and Section 2.2 of the Agreement, the Company agrees with you as follows: A. Authorization of the Subsequent Notes. The Company has ------------------------------------- authorized the issue and sale of $15,000,000 aggregate principal amount of Subsequent Notes to be designated as its 7.93% Senior Notes, Series C, due June 30, 2007 (the "Series C Notes"). The Series C Notes will be dated the date of issue, will bear interest from such date at the rate of 7.93% per annum, payable semiannually in arrears on June 30 and December 30 in each year, commencing December 30, 2000, until the principal amount thereof shall become due and payable and shall bear interest on overdue principal (including any overdue optional prepayment of principal) and Make-Whole Amount, if any, and, to the extent permitted by law, on any overdue installment of interest at the rate specified therein after the due date for payment, whether by acceleration or otherwise, until paid, and shall be substantially in the form set out in Exhibit 2 to the Agreement, with appropriate insertions to reflect the terms and provisions set forth herein. B. Sale and Purchase of Series C Notes. Subject to the terms ----------------------------------- and conditions of the Agreement and herein set forth, the Company will issue and sell to the Supplemental Purchaser, and the Supplemental Purchaser will purchase from the Company, Series C Notes in the principal amount specified opposite its name in the Supplemental Purchaser Schedule attached as Schedule A hereto at the purchase price of 100% of the principal amount thereof. The sale and purchase of the Series C Notes shall occur at the offices of Gardner, Carton & Douglas, Quaker Tower, Suite 3400, 321 North Clark Street, Chicago, Illinois 60610 at 9:00 a.m., Chicago time, at a closing (the "Series C Closing") on July 7, 2000 or on such other Business Day thereafter as may be agreed upon by the Company and the Supplemental Purchaser. At the Closing the Company will deliver to the Supplemental Purchaser the Series C Notes to be purchased by it in the form of a single Note (or such greater number of Series C Notes in denominations of at least $500,000 as such Purchaser may request) dated the date of the Series C Closing and registered in its name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company (as specified in a notice to the Supplemental Purchaser at least three Business Days prior to the date of the Series C Closing). C. Conditions of Series C Closing. The obligation of the ------------------------------ Supplemental Purchaser to purchase and pay for the Series C Notes to be purchased by it at the Series C Closing is subject to the satisfaction, prior to or at the Series C Closing, of the conditions set forth in Section 4 of the Agreement. D. Prepayments. The Series C Notes are subject to prepayment ----------- only pursuant to the required prepayments, if any, specified below and to the optional prepayments permitted by Section 8.2 of the Agreement. No regularly scheduled prepayments are due on the Notes prior to their stated maturity. E. Series C Notes Issued Under and Pursuant to Agreement. ----------------------------------------------------- Except as specifically provided above, the Series C Notes shall be deemed to be issued under and subject to, and to have the benefit of, all of the terms and conditions of the Agreement as the same may from time to time be amended and supplemented in the manner provided therein. F. Representations and Warranties of the Company. The Company --------------------------------------------- represents and warrants to the Purchaser that each of the representations and warranties contained in Section 5 of the Agreement is true and correct as of the date hereof (i) except that all references to "Purchaser" and "you" therein shall be deemed to refer to the Purchaser hereunder, all references to "this Agreement" shall be deemed to refer to the Agreement as supplemented by this Supplement, all references to "Notes" therein shall be deemed to include the Series C Notes, and (ii) except for changes to such representations and warranties, or the Schedules referred to therein, that are set forth in the attached Schedule 5. G. Representations of the Purchaser. The Purchaser confirms -------------------------------- to the Company that the representations set forth in Section 6 of the Agreement are true and correct as to such Purchaser. -2- The execution by the Supplemental Purchaser shall constitute a contract between the Company and the Supplemental Purchaser for the uses and purposes set forth above. By its acceptance hereof, the Supplemental Purchaser shall also be deemed to have accepted and agreed to the terms and provisions of the Agreement as in effect on the date hereof. HEWITT ASSOCIATES LLC By: /s/ C. Lawrence Connolly, III ------------------------------------- Name: C. Lawrence Connolly, III ------------------------------------- Title: Principal & Authorized Representative ---------------------------------------- Assistant Secretary The foregoing is agreed to as of the date thereof. NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: New York Life Asset Management Operating Company LLC, Its Investment Manager By: /s/ Lisa A. Scuderi ---------------------------------- Name: Lisa A. Scuderi -------------------------------- Title: Vice President -------------------------------------- S-1 SCHEDULE A SUPPLEMENTAL PURCHASER SCHEDULE INFORMATION RELATING TO PURCHASER Principal Amount of Name of Purchaser Notes to be Purchased NEW YORK LIFE INSURANCE AND $15,000,000 ANNUITY CORPORATION (1) All payments by wire or intrabank transfer of immediately available funds to: Chase Manhattan Bank New York, New York ABA No. 021-000-021 Credit: New York Life Insurance and Annuity Corporation General Account No. 323-8-47382 with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds, with advice of such payments to: New York Life Insurance and Annuity Corporation c/o New York Life Insurance Company 51 Madison Avenue New York, New York 10010-1603 Attention: Treasury Department Securities Income Section Room 209 Fax #: (212) 447-4160 (2) All other communications: New York Life Insurance and Annuity Corporation c/o New York Life Insurance Company 51 Madison Avenue New York, New York 10010-1603 Attention: Investment Department Private Finance Group Room 206 Fax #: (212) 447-4122 Schedule A with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Office of General Counsel Investment Section, Room 1104 Fax #: (212) 576-8340 Tax ID # 13 ###-###-#### 2 Schedule A SCHEDULE 5 CHANGES TO REPRESENTATIONS AND WARRANTIES Schedule 5 SUPPLEMENTAL NOTE PURCHASE AGREEMENT HEWITT ASSOCIATES LLC $15,000,000 7.93% Senior Notes, Series C due June 30, 2007 SCHEDULE 5.5 Financial Statements Audited consolidated balance sheets of Hewitt Associates, an Illinois limited liability company, and subsidiaries as of September 30, 1994 and 1993, and the related consolidated statements of income and cash flows for the years then ended. Audited consolidated balance sheets of Hewitt Associates LLC, an Illinois limited liability company, and subsidiaries as of September 30, 1999, 1998, 1997, 1996 and 1995, and the related consolidated statements of income and cash flows for the years then ended. Hewitt Associates LLC (Unaudited) Consolidated Balance Sheet, Statement of Operations, and Statement of Cash Flow for the periods ending December 31, 1999 and 1998, and March 31, 2000 and 1999. Schedule 5.5 SUPPLEMENTAL NOTE PURCHASE AGREEMENT HEWITT ASSOCIATES LLC $15,000,000 7.93% Senior Notes, Series C due June 30, 2007 SCHEDULE 5.15 Existing Indebtedness See Attached Schedule 5.15 HEWTIT ASSOCIATES LLC Schedule 5.15 SCHEDULE OF LOANS UNAUDITED
ORIGINAL LOAN BALANCE OR BALANCE LENDOR DATE TYPE AVAILABLE AS OF 05/31/00 - -------------------------------------------------------------------------------------------------------------------- LOANS: - ----- BANK OF AMERICA (SEE ATTACHED) 9/30/1992 MULTI-CUR 10,000,000 7,615,576 REVOLVER LOANS (VARIOUS MATURITIES) 5/28/19% REVOLVER 70,000,000 63,000,000 ----------- TOTAL REVOLVING CREDIT LOANS 70,615,576 ----------- HARRIS BANK/BANK OF AMERICA/NATIONS BANK 5/28/1996 TERM 30,000,000 15,625,000 ----------- TOTAL UNSECURED BANK TERM LOANS 15,625,000 ----------- SENIOR NOTES 5/30/19% TERM 50,000.000 50,000.000 SENIOR NOTES 3/30/2000 TERM 15,000,000 15,000,000 SENIOR NOTES 3/30/2000 TERM 35,000.000 35,000,000 CAPITAL LEASES: - -------------- IBM 16 2/1/1998 CAP LEASE 4,216.625 744,289 IBM 17 2/1/1998 CAP LEASE 560,438 98,925 IBM 18 2/1/1998 CAP LEASE 427,000 75,371 IBM 20 9/1/1999 CAP LEASE 2,279,113 423,887 IBM 21 10/1/1998 CAP LEASE 6,615,000 3,000,254 IBM 22 1/15/1999 CAP LEASE 5,166.000 2,733,150 IBM 23 1/27/1999 CAP LEASE 4,275,000 2,664,548 IBM 24 6/4/1999 CAP LEASE 2,519,300 1,697,399 IBM 25 9/29/1999 CAP LEASE 1,387,750 933,041 IBM 26 10/15/1999 CAP LEASE 2,828,875 1,923,401 IBM 27 10/15/1999 CAP LEASE 1,441,125 601,820 IBM 28 10/25/1999 CAP LEASE 2,049,600 1,778,412 IBM 29 1/10/2000 CAP LEASE 889,233 683,876 IBM 30 1/12/2000 CAP LEASE 850.907 679,316 Siemens Rolm 1 9/30/1997 CAP LEASE 1,034,596 306,555 Siemens Rolm lA 9/30/1997 CAP LEASE 759,734 225,019 Siemens Rolm 2 9/30/ 1997 CAP LEASE 180,501 57,155 Siemens Rolm 3 9/30/1997 CAP LEASE 1,095,828 324,058 Siemens Rolm 4 2/1/1998 CAP LEASE 1,788,501 797,628 Siemens Rolm 5 6/1/1998 CAP LEASE 1,066,067 563,765 Siemens Rolm 6 6/1/1998 CAP LEASE 1,438.024 ?31,365 Siemens Rolm 7 7/1/1998 CAP LEASE 1,005,632 553,733 Siemens Rolm 8 7/1/1998 CAP LEASE 880,400 484,339 Siemens Rolm 9 7/1/1998 CAP LEASE 941,061 517,710 Siemens Rolm 10 11/30/1998 CAP LEASE 643,177 382,029 Siemens Rolm 11 8/17/1999 CAP LEASE 839,621 662,740 Siemens Rolm l2 8/17/1999 CAP LEASE 416,032 328,376 Siemens Rolm 13 9/13/1999 CAP LEASE 675,980 546,515 Siemens Rolm 14 9/13/1999 CAP LEASE 807,463 652,873 Siemens Rolm 15 9/13/1999 CAP LEASE 1,210,227 978,439 Siemens Rohm 16 9/13/1999 CAP LEASE 1,269,608 1,050,600 Siemens Rolm 17 9/29/ 1999 CAP LEASE 1,223.783 1,012,703 Siemens Rolm 18 9/29/1999 CAP LEASE 1,837,733 1,520,607 Siemens Rolm 19 9/29/1999 CAP LEASE 1,721,941 1,424,844 Siemens Rolm 20 1/3/2000 CAP LEASE 42,852 38,685 Siemens Rolm 21 1/3/2000 CAP LEASE 64,429 58,164 Siemens Rolm 22 3/31/2000 CAP LEASE 1,247,844 1,150,682 Siemens Rolm 23 3/31/2000 CAP LEASE 1,296,451 1,195,505 Siemens Rolm 24 3/31 /2000 CAP LEASE 1,770,006 1,632,186 ----------- TOTAL CAPITAL LEASES 35,233,414 ----------- ----------- TOTAL LOANS AND CAPITAL LEASES 156,473,990 ===========
Bank of America Multi-Currency Credit Facility Exhibit 1 to Schedule 5.15 As of 31-May-00 Local Currency Interim Borrower/Office Local Currency Amount Borrow Date Due Date Int. Date Interest Rate Exchange Rate US Dollar Equivalent - ------------------------------------------------------------------------------------------------------------------------------------ United Kingdom GBP 500,000 12/13/1999 6/12/2000 3/13/2000 6 ###-###-#### 1.6250 812,500 United Kingdom GBP 200,000 4/3/2000 101212000 7/3/2000 7 ###-###-#### 1.5950 319,000 United Kingdom GBP 350,000 4/1012000 10/6/2000 7/10/2000 7 ###-###-#### 1.6100 563,500 United Kingdom GBP 200,000 5/15/2000 11/13/2000 8/14/2000 7 ###-###-#### 1.5035 300,700 United Kingdom GBP 270,000 5 ###-###-#### 11/20V2000 8/21/2000 7.1800096 1.4815 400,005 United Kingdom GBP 300,000 2!7/2000 8/7/2000 5/8/2000 7.1400096 1.6010 480,300 United Kingdom GBP 950,000 2/18/2000 8/16/2000 5/18/2000 7 ###-###-#### 1.6100 1,529,500 France FF 1,000,000 5/30/2000 11/27/2000 8 ###-###-#### 5.14750% 0.1396 139,552 France FF 2,000,000 12/6/1999 6/5/2000 3/6/2000 4.25000(degree).6 0.1533 306,697 Singapore S$ 1,050,000 12/6/1999 6/5/2000 3/6/2000 4.0400096 0.5935 623,145 Hong Kong HK$ 1,000,000 12/13/1999 6/12/2000 3/13/2000 7.0900096 0.1286 128,617 Japan JPY 30,000,000 3/17/2000 9/13/2000 6/15/2000 0 ###-###-#### 0.0095 284,738 Japan JPY 30,000,000 4/24/2000 10/23/2000 7/24/2000 0.91000% 0.0095 283,688 Japan JPY 20,000,000 5/31/2000 11/27/2000 8/29/2000 0 ###-###-#### 0.0093 186,133 Japan JPY 50,000,000 12/6/1999 6/5/2000 3/612000 1.0625096 0.0098 488,281 Japan JPY 20,000,000 12/7/1999 6/5/2000 316/2000 1.020009'0 0.0098 195,446 Japan JPY 20,000,000 12 ###-###-#### 6/19/2000 3/20/2000 1.1900096 0.0097 194,175 Japan JPY 20,000,000 12/29/1999 6/26/2000 3/28/2000 1.1875096 0.0098 195,599 Japan JPY 20,000,000 2/18/2000 8/16/2000 5/18/2000 0 ###-###-#### 0.0092 184,000 --------- Total 7,615,576
SUPPLEMENTAL NOTE PURCHASE AGREEMENT HEWITT ASSOCIATES LLC $15,000,000 7.93% Senior Notes, Series C due June 30, 2010 SCHEDULE C Existing Investments Investments in Subsidiaries and Affiliates set forth in Schedule 5.4 and set forth below: As of March 31, 2000
ENTITY COUNTRY AMOUNT (all in U.S. $) Hewitt Associates Pty. Limited Australia $ 568,484 Hewitt Associates SARL and Hewitt Associates LLC France 6,746,606 Hewitt Associates GmbH Germany 1,434,903 Hewitt Associates Srl Italy 1,504,609 Hewitt Associates Kabushiki Gaisya Japan 486,114 Hewitt Associates Limited New Zealand 431,065 Hewitt Associates Pte. Ltd. Singapore 1,911,936 Hewitt Associates, S.A. Spain 4,757,188 Hewitt Associates Limited United Kingdom 17,815,596 Annod Corp. United States 0 Hewitt Services LLC United States 0 Hewitt Associates Canada 58,252,369 Hewitt Associates de Mexico S. de R.L. de C.V. and Intergamma de Mexico S.C. and Hewitt Associates S.C. Mexico 654,230 Heijnis & Koelman, B.V. and Hewitt & Koelman International, B.V. Netherlands 531,506 Hewitt Associates, S.A. Belgium 534,007 PRASA Hewitt International A.G. Switzerland 17,673 Hewitt Associates (Thailand) Limited Thailand 274,446 Hewitt Strat Asia, Inc. Philippines 106,667 Hewitt Associates Caribe, Inc. Puerto Rico 195,845 PT Hewitt Konsultan Indonesia Indonesia 911,230 Noble & Hewitt (India) Pvt. Ltd. India 910,295 Hewitt Associates Sp. z o.o. Poland 500,142 Hewitt Associates S.C. Limitada Brazil 0 Hewitt Associates (Chile) Limitada Chile 418,211 Hewitt Associates, S.A. Argentina 319,390
Schedule C Med Term Note/Hewitt Schedules (Series B)
Hewitt Associates LLC, Hewitt Associates Consulting (Shanghai) Co. and Ltd. Beijing Branch and Hewitt Associates Consulting (Shanghai) Co. Ltd. China 3,185,050 Hewitt Associates GmbH Austria 198,980 Hewitt Associates Venezuela 0 Hewitt Associates Korea Yuhan Hoesa South Korea 286,836 Hewitt Associates SDN. BHD. Malaysia 275,602 Hewitt/Loneanalyser A.B. Sweden 24,638 Miscellaneous investments, loans and advances 932,200 - -------------------------------------------------------------------------------- Total U.S.$104.185.818 ================
SUPPLEMENTAL NOTE PURCHASE AGREEMENT HEWITT ASSOCIATES LLC $15,000,000 7.93% Senior Notes, Series C due June 30, 2010 SCHEDULE 5.3 Disclosure Materials The Recent Events section (section C (p. 2)) of the Confidential Private Placement Memorandum dated February 2000 is revised to reflect that current projections for fiscal year 2000 and fiscal year 2001 suggest that expenditures in connection with Hewitt Holdings' recently created eCommerce subsidiary (Sageo LLC) may approach $100,000,000 (as compared to the $60,000,000 to $70,000,000 estimate contained in the Confidential Private Placement Memorandum). The Company is considering third party financing alternatives as Sageo's business and business plan develop. Schedule 5.45.3 SUPPLEMENTAL NOTE PURCHASE AGREEMENT HEWITT ASSOCIATES LLC $15,000,000 7.93% Senior Notes, Series C due June 30, 2010 SCHEDULE 5.4 (i) List of Subsidiaries of Company (exclusive of Subsidiaries which individually and in the aggregate are not Material) a) Foreign subsidiaries
Country City Name Structure Australia** Sydney Hewitt Associates Pty. Ltd. Wholly-owned subsidiary of Hewitt Associates LLC* Belgium** Brussels Hewitt Associates, S.A. Wholly-owned subsidiary of Hewitt Associates LLC* Canada** Toronto ###-###-#### Canada Inc. Wholly-owned subsidiary of Hewitt Associates LLC (inactive) Canada** Toronto ###-###-#### Canada Inc. Wholly-owned subsidiary of Hewitt Associates LLC Canada** Toronto ###-###-#### Nova Scotia Company Wholly-owned subsidiary of Hewitt Associates LLC. Continuing from the amalgamation of ###-###-#### Nova Scotia Company, James P. Marshall, Inc. and 976344 Ontario Limited as part of the James P. Marshall, Inc. acquisition. Chile** Santiago Hewitt Associates (Chile) 99% Hewitt Associates LLC Limitada 1% Hewitt Holdings LLC China** Shanghai Hewitt Associates Consulting Wholly-owned subsidiary of Hewitt Beijing (Shanghai) Co. Ltd. Associates LLC* Hong Kong Hewitt Associates LLC Branch Office France** Paris Hewitt Associates SARL Wholly-owned subsidiary of Hewitt Associates LLC* Germany** Wiesbaden Hewitt Associates GmbH 96.5% held by Hewitt Associates LLC and 3.5% held by Hewitt Holdings LLC India** Bangalore Noble & Hewitt (India) Pvt. Wholly-owned subsidiary of Hewitt Mumbia Ltd. Associates LLC New Delhi
Schedule 5.4
Country City Name Structure Indonesia** Jakarta PT Hewitt Konsultan Wholly-owned subsidiary of Hewitt Indonesia Associates LLC* Italy** Milan Hewitt Associates Srl Wholly-owned subsidiary of Hewitt Associates LLC* Japan** Tokyo Hewitt Associates Kabushiki Wholly-owned subsidiary of Hewitt Gaisya Associates LLC* Malaysia** Kuala Hewitt Associates SDN. BHD Wholly-owned subsidiary of Hewitt Lumpur Associates LLC Mexico** Mexico City Hewitt Associates de Mexico Wholly-owned subsidiary of Hewitt S. de R.L. de C.V. Associates LLC (30 Darwin building holding co.) Hewitt Associates S.C. Partnership owned 99% by Hewitt Mexicana S. de R.L. de C.V. and 1% by Hewitt Associates LLC Hewitt Mexicana S. de R.L. Wholly-owned subsidiary of Hewitt de C.V. Associates LLC (holding company) Empresas Hewitt S. de R. L. Wholly-owned subsidiary of Hewitt de C.V. Associates LLC (created to hold interest in Hewitt Associates S.C. not held by Hewitt Mexicans S. de R.L. de C.V.) (Assignment from Hewitt Associates LLC to Empresas Hewitt is pending.) New Wellington Hewitt Associates Limited Wholly-owned subsidiary of Hewitt Zealand** Associates LLC* Poland** Warsaw Hewitt Associates Sp. z o.o. Wholly-owned subsidiary of Hewitt Associates LLC* Portugal Lisbon Hewitt Associates, LLC Wholly-owned subsidiary of Hewitt Sucursal en Protugal Associates LLC* Singapore** Singapore Hewitt Associates Pte. Ltd. Wholly-owned subsidiary of Hewitt Associates LLC* South Hewitt Associates Korea Wholly-owned subsidiary of Korea** Yuhan Hoesa Hewitt Associates LLC Spain** Madrid Hewitt Associates, S.A. Wholly-owned subsidiary of Hewitt Associates LLC* Thailand** Bangkok Hewitt Associates Wholly-owned subsidiary of (Thailand) Limited Hewitt Associates LLC* United St. Albans Hewitt Associates Limited Wholly-owned subsidiary of Hewitt Kingdom** Associates LLC* - -----------------------------------------------------------------------------------------------------------------
* "Wholly-owned" means that at least 99% of the ownership interest in these subsidiaries is held by Hewitt Associates LLC and affiliates. **Designates a Restricted Subsidiary. b) Other Annod Corp.**, a Delaware corporation (wholly-owned subsidiary of Hewitt Associates LLC) Hewitt Distributions LLC**, an Illinois limited liability company (99% held by Hewitt Associates LLC and 1% held by Annod Corporation, a Delaware Corporation) Hewitt Insurance Brokerage LLC**, an Illinois limited liability company (99% held by Hewitt Associates LLC and 1 % held by Hewitt Holdings LLC) (ii) List of Affiliates of Company a) Foreign affiliates
Country City Name Structure Argentina Buenos Aires Hewitt Associates, S.A. 40% held by Hewitt Associates LLC and 60% by Alberto Fastman Austria Vienna Hewitt Associates GmbH 70% held by Hewitt Associates LLC and 30% owned by Paul Roettig Brazil Sao Paulo Hewitt Associates S.C. 40% held by Hewitt Associates LLC, Limitada 59% held by shareholders of Huggard-Caine S.C. Ltda and 1% held by Andrea Huggard-Caine Canada Toronto Hewitt Associates Ontario general partnership comprised of Hewitt Calgary Associates LLC and professional services Vancouver corporations owned by Hewitt Holding LLC's Canada-based Owners Hewitt Management Ontario limited partnership of which ###-###-#### Services L.P. Canada, Inc. is the general partner and the family trusts of each non-Vancouver Canadian owner is a limited partner. Provides management services to Hewitt Associates. (In process of being wound down). Hewitt Management Ltd. Owned by the family trusts of each Vancouver, (formerly known as The Canadian owner. Provides management services to Coles Group Consultants Hewitt Associates operations in Vancouver. Ltd.) Chile Santiago Hewitt Associates (Chile) 40% held by Hewitt Associates LLC and 60% held by Patricia Waldbaum Czech Prague see Austria Satellite office of Austrian company Republic Dominican Santo Hewitt Associates Wholly-owned by Hewitt Associates Caribe, Inc. Republic Domingo Ireland Dublin Hewitt Associates Limited Branch Office of Hewitt Associates Limited (United Kingdom) Hungary Budapest see Austria Satellite office of Austrian Company
Country City Name Structure Mexico Mexico City Intergamma S. C. 25% held by Hewitt Associates LLC and 75% held by 12 partners of Intergamma Netherlands Amsterdam Hewitt & Koelman 50/50 joint venture between Hewitt Associates LLC Eindhoven International, BV. (HKI) and Heijnis & Koelman BV. The Dutch partner holds Rotterdam one preference share. Utrecht Netherlands Amsterdam Heijnis & Koelman B.V. 30% held by Hewitt Associates LLC and 70% held by individual owners Philippines Manila Hewitt Strat Asia Inc. 40% held by Hewitt Associates LLC and 60% held by Strat Asia, Inc. Puerto Rico San Juan Hewitt Associates 40% held by Hewitt Associates LLC, Caribe, Inc. 55% held by Bettye Baldwin and 5% held by Orlando Mercado Slovenia Ljubljana see Austria Satellite office of Austrian Company Sweden Stockholm Hewitt/Lbneanalyser A.B. 49% Hewitt Associates LLC (490) shares) 51% Ltineanalyser A.B. (510 shares) Agreement signed May 1, 1999 Switzerland Neuchatel PRASA Hewitt Registered name PRASA HEWITT A.G. Hewitt Geneva International Associates LLC in process of bringing 55.5% Zurich A.G. (PHI) interest held by PRASA. 363 shares transferred on 1/1/ of each year through 2009. Venezuela Caracas Hewitt Associates Branch office of Hewitt Associates Caribe, Inc.
b) Other affiliates The Bayview Trust, an Illinois trust (100% of the beneficial interest held by Hewitt Holdings LLC); Overlook Associates, an Illinois partnership (51% held by Hewitt Holdings LLC and 49% held by Tower Parkway Associates); Hewitt Holdings LLC, an Illinois limited liability company (holder of 100% of interest in Hewitt Associates LLC, among other holdings; Hewitt Services LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC); Hewitt Properties I LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC); Hewitt Properties II LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC). Hewitt Properties III LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC); Hewitt Properties IV LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC); Hewitt Properties V LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC); Hewitt Properties VI LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC); Hewitt Properties VII LLC, an Illinois limited liability company (100% held by Hewitt Holdings LLC); and Sageo LLC, a Delaware limited liability company (100% held by Hewitt Holdings LLC). (iii) List of Managers/Senior Officers of Company Gerald I. Wilson Chairman of Executive Committee of Hewitt Holdings Dale L. Gifford Chief Executive/Manager John M. Ryan Chief Administrative Officer/Manager/Assistant Secretary Dan DeCanniere Chief Financial Officer Bryan Doyle Practice Leader for the Total Benefit Administration Services Rosemary E. Tagge Secretary C. Lawrence Connolly, III General Counsel/Assistant Secretary/Manager Peter E. Ross Assistant Secretary Kent E. Levihn Director of Insurance